TWENTY-SIXTH SUPPLEMENTAL INDENTURE ADDITIONAL SUBSIDIARY GUARANTEES
Exhibit 4.3
TWENTY-SIXTH SUPPLEMENTAL INDENTURE
ADDITIONAL SUBSIDIARY GUARANTEES
ADDITIONAL SUBSIDIARY GUARANTEES
Twenty-Sixth Supplemental Indenture (this “Supplemental Indenture for Additional
Guarantees”), dated as of October 5, 2009, among NRG Retail LLC, Reliant Energy Power Supply, LLC,
Reliant Energy Retail Holdings, LLC, RERH Holdings, LLC, Reliant Energy Retail Services, LLC and RE
Retail Receivables, LLC (each a “Guaranteeing Subsidiary” and together the “Guaranteeing
Subsidiaries”), each an indirect subsidiary of NRG Energy, Inc. (or its permitted successor), a
Delaware corporation (the “Company”), the Company, the existing guarantors set forth on the
signature page hereto (the “Existing Guarantors") and Law Debenture Trust Company of New York, as
trustee under the indentures referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the
“Base Indenture”), dated as of February 2, 2006, between the Company and the Trustee, as amended by
a ninth supplemental indenture (the “Ninth Supplemental Indenture”), dated as of November 21, 2006,
among the Company, the Existing Guarantors party thereto and the Trustee, providing for the
original issuance of an aggregate principal amount of $1,100 million of 7.375% Senior Notes due
2017 (the “Initial Notes”), and, subject to the terms of the Ninth Supplemental Indenture, future
unlimited issuances of 7.375% Senior Notes due 2017 (the “Additional Notes,” and together with the
Initial Notes, the “Notes”), as amended by a twelfth supplemental indenture, dated as of July 19,
2007, among the Company, the Existing Guarantors party thereto and the Trustee (the “Twelfth
Supplemental Indenture”) and by a fifteenth supplemental indenture, dated as of August 28, 2007,
among the Company, the Existing Guarantors and the Trustee (the “Fifteenth Supplemental
Indenture”), an eighteenth supplemental indenture dated as of April 28, 2009, among the Company,
the Existing Guarantors party thereto and the Trustee (the “Eighteenth Supplemental Indenture”),
and a twenty-first supplemental indenture dated as of May 8, 2009, among the Company, the Existing
Guarantors party thereto and the Trustee (the “Twenty-First Supplemental Indenture” and together
with the Base Indenture, the Ninth Supplemental Indenture, the Twelfth Supplemental Indenture, the
Fifteenth Supplemental Indenture and the Eighteenth Supplemental Indenture, the “Indenture”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries
shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’s Obligations under
the Notes and the Indenture (the “Subsidiary Guarantee”); and
WHEREAS, pursuant to Section 4.17 of the Ninth Supplemental Indenture, the Trustee, the
Company and the Existing Guarantors are authorized and required to execute and deliver this
Supplemental Indenture for Additional Guarantees.
NOW THEREFORE, in consideration of the foregoing and for good and valuable consideration, the
receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries, the Trustee, the Company
and the Existing Guarantors mutually covenant and agree for the equal and ratable benefit of the
Holders of the Notes as follows:
1. Capitalized Terms. Unless otherwise defined in this Supplemental Indenture for Additional
Guarantees, capitalized terms used herein without definition shall have the meanings assigned to
them in the Indenture.
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2. Agreement to be Bound; Guarantee. The Guaranteeing Subsidiaries hereby become a party to
the Ninth Supplemental Indenture as a Guarantor and as such will have all of the rights and be
subject to all of the Obligations and agreements of a Guarantor under the Indenture. The
Guaranteeing Subsidiaries hereby agree to be bound by all of the provisions of the Ninth
Supplemental Indenture applicable to a Guarantor and to perform all of the Obligations and
agreements of a Guarantor under the Ninth Supplemental Indenture. In furtherance of the foregoing,
The Guaranteeing Subsidiaries shall be deemed a Guarantor for purposes of Article 10 of the Ninth
Supplemental Indenture, including, without limitation, Section 10.02 thereof.
3. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED
TO CONSTRUE THIS SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.
4. Counterparts. The parties may sign any number of copies of this Supplemental Indenture for
Additional Guarantees. Each signed copy shall be an original, but all of them together represent
the same agreement.
5. Effect of Headings. The Section headings herein are for convenience only and shall not
affect the construction hereof.
6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture for Additional Guarantees or
for or in respect of the recitals contained herein, all of which recitals are made solely by the
Guaranteeing Subsidiaries and the Company.
7. Ratification of Indenture; Supplemental Indenture for Additional Guarantees Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture
for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered
shall by bound hereby.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture for Additional
Guarantees to be duly executed and attested, all as of the date first above written.
Guaranteeing Subsidiaries: | ||||||
RELIANT ENERGY POWER SUPPLY, LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President | |||||
RELIANT ENERGY RETAIL HOLDINGS, LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President | |||||
RERH HOLDINGS, LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President | |||||
RELIANT ENERGY RETAIL SERVICES, LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President | |||||
RE RETAIL RECEIVABLES, LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President | |||||
NRG RETAIL LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President |
Signature Page to Twenty-Sixth Supplemental Indenture
Issuer: | ||||||
NRG ENERGY, INC. | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Vice President |
Existing Guarantors:
XXXXXX KILL POWER LLC
ASTORIA GAS TURBINE POWER LLC
BERRIANS I GAS TURBINE POWER LLC
BIG CAJUN II UNIT 4 LLC
CABRILLO POWER I LLC
CABRILLO POWER II LLC
CHICKAHOMINY RIVER ENERGY CORP.
COMMONWEALTH ATLANTIC POWER LLC
CONEMAUGH POWER LLC
CONNECTICUT JET POWER LLC
DEVON POWER LLC
DUNKIRK POWER LLC
EASTERN SIERRA ENERGY COMPANY
EL SEGUNDO POWER LLC
EL SEGUNDO POWER II LLC
HANOVER ENERGY COMPANY
XXXXXXX SUMMIT WIND PROJECT, LLC
XXXXXXX IGCC LLC
XXXXXXX POWER LLC
INDIAN RIVER IGCC LLC
INDIAN RIVER OPERATIONS INC.
INDIAN RIVER POWER LLC
XXXXX RIVER POWER LLC
XXXXXXX XXXXX XX
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
XXXXXXXX WIND POWER, LLC
LOUISIANA GENERATING LLC
MIDDLETOWN POWER LLC
MONTVILLE IGCC LLC
MONTVILLE POWER LLC
NEO XXXXXXX-GEN LLC
NEO CORPORATION
NEO FREEHOLD-GEN LLC
NEO POWER SERVICES INC.
NEW XXXXX XX, LLC
NORWALK POWER LLC
NRG AFFILIATE SERVICES INC.
NRG XXXXXX KILL OPERATIONS INC.
ASTORIA GAS TURBINE POWER LLC
BERRIANS I GAS TURBINE POWER LLC
BIG CAJUN II UNIT 4 LLC
CABRILLO POWER I LLC
CABRILLO POWER II LLC
CHICKAHOMINY RIVER ENERGY CORP.
COMMONWEALTH ATLANTIC POWER LLC
CONEMAUGH POWER LLC
CONNECTICUT JET POWER LLC
DEVON POWER LLC
DUNKIRK POWER LLC
EASTERN SIERRA ENERGY COMPANY
EL SEGUNDO POWER LLC
EL SEGUNDO POWER II LLC
HANOVER ENERGY COMPANY
XXXXXXX SUMMIT WIND PROJECT, LLC
XXXXXXX IGCC LLC
XXXXXXX POWER LLC
INDIAN RIVER IGCC LLC
INDIAN RIVER OPERATIONS INC.
INDIAN RIVER POWER LLC
XXXXX RIVER POWER LLC
XXXXXXX XXXXX XX
KEYSTONE POWER LLC
LAKE ERIE PROPERTIES INC.
XXXXXXXX WIND POWER, LLC
LOUISIANA GENERATING LLC
MIDDLETOWN POWER LLC
MONTVILLE IGCC LLC
MONTVILLE POWER LLC
NEO XXXXXXX-GEN LLC
NEO CORPORATION
NEO FREEHOLD-GEN LLC
NEO POWER SERVICES INC.
NEW XXXXX XX, LLC
NORWALK POWER LLC
NRG AFFILIATE SERVICES INC.
NRG XXXXXX KILL OPERATIONS INC.
Signature Page to Twenty-Sixth Supplemental Indenture
NRG ASIA-PACIFIC, LTD.
NRG ASTORIA GAS TURBINE OPERATIONS, INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG XXXXXXX OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG XXXXXXX LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN XXXX XXXX WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS XXXXX XX, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
NRG ASTORIA GAS TURBINE OPERATIONS, INC.
NRG BAYOU COVE LLC
NRG CABRILLO POWER OPERATIONS INC.
NRG CADILLAC OPERATIONS INC.
NRG CALIFORNIA PEAKER OPERATIONS LLC
NRG CEDAR BAYOU DEVELOPMENT COMPANY, LLC
NRG CONNECTICUT AFFILIATE SERVICES INC.
NRG DEVON OPERATIONS INC.
NRG DUNKIRK OPERATIONS INC.
NRG EL SEGUNDO OPERATIONS INC.
NRG GENERATION HOLDINGS, INC.
NRG XXXXXXX OPERATIONS INC.
NRG INTERNATIONAL LLC
NRG XXXXXXX LLC
NRG MESQUITE LLC
NRG MIDATLANTIC AFFILIATE SERVICES INC.
NRG MIDDLETOWN OPERATIONS INC.
NRG MONTVILLE OPERATIONS INC.
NRG NEW JERSEY ENERGY SALES LLC
NRG NEW ROADS HOLDINGS LLC
NRG NORTH CENTRAL OPERATIONS INC.
NRG NORTHEAST AFFILIATE SERVICES INC.
NRG NORWALK HARBOR OPERATIONS INC.
NRG OPERATING SERVICES, INC.
NRG OSWEGO HARBOR POWER OPERATIONS INC.
NRG POWER MARKETING LLC
NRG ROCKY ROAD LLC
NRG SAGUARO OPERATIONS INC.
NRG SOUTH CENTRAL AFFILIATE SERVICES INC.
NRG SOUTH CENTRAL GENERATING LLC
NRG SOUTH CENTRAL OPERATIONS INC.
NRG TEXAS C&I SUPPLY LLC
NRG TEXAS LLC
NRG TEXAS HOLDING INC.
NRG TEXAS POWER LLC
NRG WEST COAST LLC
NRG WESTERN AFFILIATE SERVICES INC.
OSWEGO HARBOR POWER LLC
PADOMA WIND POWER, LLC
RELIANT ENERGY SERVICES TEXAS, LLC
RELIANT ENERGY TEXAS RETAIL, LLC
SAGUARO POWER LLC
SAN XXXX XXXX WIND PROJECT II, LLC
SOMERSET OPERATIONS INC.
SOMERSET POWER LLC
TEXAS GENCO FINANCING CORP.
TEXAS XXXXX XX, LLC
TEXAS GENCO HOLDINGS, INC.
TEXAS GENCO OPERATING SERVICES, LLC
VIENNA OPERATIONS INC.
Signature Page to Twenty-Sixth Supplemental Indenture
VIENNA POWER LLC
WCP (GENERATION) HOLDINGS LLC
WEST COAST POWER LLC
WCP (GENERATION) HOLDINGS LLC
WEST COAST POWER LLC
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Treasurer | |||||
GCP FUNDING COMPANY, LLC | ||||||
TEXAS XXXXX XX, LLC | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Management Board Member | |||||
NRG SOUTH TEXAS LP | ||||||
By: Texas Xxxxx XX, LLC, its General Partner | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Treasurer | |||||
TEXAS GENCO SERVICES, LP | ||||||
By: New Xxxxx XX, LLC, its General Partner | ||||||
By: | /s/ Xxxxxxxxxxx Xxxxx | |||||
Name: | Xxxxxxxxxxx Xxxxx | |||||
Title: | Treasurer | |||||
NRG CONSTRUCTION LLC | ||||||
By: | /s/ Xxxxxx Xxxxx | |||||
Name: | Xxxxxx Xxxxx | |||||
Title: | Treasurer |
Attest: |
||
By:
|
/s/ Xxxxxx X. Xxxxx | |
Name:
|
Xxxxxx X. Xxxxx | |
Title:
|
Corporate Secretary |
LAW
DEBENTURE TRUST COMPANY OF NEW YORK, as Trustee |
||||||
By: | /s/ Xxxxx X. Xxxxxx | |||||
Name: | Xxxxx X. Xxxxxx | |||||
Title: | Managing Director |
Signature Page to Twenty-Sixth Supplemental Indenture